1 Definitions
In these Terms and Conditions of business the following meanings shall apply:-
"the Company" shall mean Henry Schein UK Holdings Limited trading as Henry Schein Dental, of Medcare House, Centurion Close, Gillingham Business Park, Gillingham ME8 0SB
"the Customer" shall mean any person or persons, firm or company who buys or agrees to buy goods from the Company
Force Majeure shall mean any an event or circumstance which is beyond the control of and without the fault or negligence of the party affected including but not limited to natural disasters, storms, fire, flooding, lightening and, pandemic
2 Conditions Applicable
2.1 These Terms and Conditions shall apply to and govern all contracts for the sale of goods entered into by the Company where goods are despatched by the Company to the Customer by mail order or delivery, except for the purchase of capital equipment and digital equipment invoiced separately and governed by supplemental terms and conditions and equipment service. All conditions of the Customer or other terms and conditions or warranties whatsoever whether communicated before or after these Terms and Conditions are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing, and the Customer's own conditions shall not be regarded as a counter offer.
2.2 The Company reserves the right to contact external credit reference agencies.
2.3 The exercise by the Company of any right pursuant to these Terms and Conditions shall be without prejudice to any other right available to it whether hereunder or under general law.
2.4 Customer shall inform the Company if at any time their license/registration expires and has not been renewed, or is limited, revoked, terminated, cancelled or no longer associated with the customer account.
2.5 The Company reserves the right to accept or reject any orders in its absolute discretion. If acceptance or rejection is not communicated within 5 (five) working days after receipt of the order, the order shall be deemed accepted.
2.6 All orders and supply shall be subject to availability and the Company shall have the right to cancel and/or reject any order at its discretion. Any cancellation shall be notified to the Customer and refunds applied where applicable.
3 Delivery
3.1 Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time for delivery is not and shall not be deemed to be of the essence of the contract. The Customer shall make all arrangements necessary to take delivery of goods whenever they are tendered for delivery.
3.2 If goods are sold and delivered to the Customer in instalments each delivery shall constitute a separate contract, and failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
4 Cancelling Orders/Returned Goods
4.1 In accordance with clause 2.5 and 2.6 the Company shall have the right at its absolute discretion to monitor and/or cancel orders. The Company shall have no liability for cancelled orders. The Company shall notify the Customer within a reasonable time of the cancellation of the order and where applicable refund any payments made.
4.2 Goods which are not shown in the Company's catalogue in force at the time of order will only be accepted for return and credit by the Company when the Company have given prior authorisation. Orders for such Goods can only be cancelled prior to delivery to the customer where the Company has yet to receive the Goods from the manufacturer. The Company reserves the right to raise a reasonable cancellation charge and to invoice the customer for any cancellation charge levied by the manufacturer.
4.3 Goods which are shown in the Company's catalogue in force at the time of order will be accepted for return only upon the following conditions:
4.3.1 Returned goods must be accompanied by the customer's number, the number of the invoice upon which the goods were supplied and full details of the reason for return. Goods will not be accepted for return and credit if the original invoice cannot be traced.
4.3.2 Goods returned must be in a condition suitable for re-sale, and inclusive of all original packaging, operating instructions, guarantee card and accessories.
4.3.3 Goods must be returned within 30 days of delivery to the Customer.
4.3.4 Returns received after 30 days from the date of invoice will incur a restocking charge to the value of 15% of the net price (as per invoice).
4.3.5 Where items are received by the Customer in an unusable condition, the Customer must notify the Company within 3 days of delivery. Thereafter, unless otherwise instructed, items must be returned in accordance with these conditions.
4.4 Goods which are damaged or lost in transit will not be credited by the Company as it is the Customer's responsibility to ensure that Goods are adequately packaged and labelled.
4.5 Upon receipt of returned goods a credit will be provided at a sum equal to that which the Customer paid for the goods.
4.6 Where a Customer places a large volume order of Goods, the Customer shall not be entitled to rescind and/or cancel the Order without the prior consent of the Company. No variation to the Order shall be effective without the prior written notice and consent of the Company. All returns shall be at the discretion of the Company. Due to the current increase in demand and stock piling, all PPE and Infection control items are non-returnable unless faulty or damaged upon delivery and reported within 48hrs of receipt.
5. Returned Pharmaceuticals
5.1 In addition to clause 4 above, pharmaceuticals will only be accepted for return by the Company where the reason for return is one of the following:-
(a) to correct an error in delivery;
(b) in response to a product or batch recall, instigated by a manufacturer;
(c) where products or packages are alleged to be faulty.
5.2 In all cases of returns of pharmaceuticals, goods must be returned by the customer and received at Henry Schein premises within 5 days of the invoice date.
5.3 Customers are reminded that it is illegal to send contaminated goods through the post. Equipment containing mercury must be emptied before return. The details of the method used for sterilisation of items must accompany the returned item. The Company reserves the right not to handle items which do not meet these specific requirements.
6 The Price and Payment
6.1 The price to be paid by the Customer shall be the sum(s) shown by the Company's invoice(s). This price shall be based on the sum quoted to the Customer in the Company's price list, but the Company reserves the right to amend those prices at any time in its absolute discretion and to correct clerical errors or omissions.
6.2 The prices quoted in the Company's price list are in pounds sterling. Due to fluctuations in currency exchange rates the Company reserves the right to alter prices charged to customers outside the UK. Unless otherwise specifically stated, all prices quoted by the Company are exclusive of Value Added Tax, which shall be due at the rate in force on the date of the Company's invoice to the Customer.
6.3 In addition to the price for the Goods the Company shall invoice at cost for all packing, carriage charges, tax and duties on any order which is to be delivered outside the UK, excepting Eire where the Company will invoice for all packing and carriage charges on any order less than £200.00 exclusive of any tax or duties in force at the date of despatch.
6.4 Orders placed with and sent directly from manufacturers will incur a carriage charge invoiced by the Company.
6.5 Payment of the price and VAT shall be due by the 20th day of the month following the date of the Company's invoice. Time for payment shall be of the essence and payment must be made without set-off or credit. Where the Customer wishes to make payment by credit card, full payment must be made at the time of the order.
6.6 The standard terms apply to purchases of consumables, supply of any spare or replacement parts and charges relating to site visits by service engineers. Payment terms for any items of equipment will be confirmed in the terms & conditions applicable to the order and supplied at the time of quotation. Any such payment terms stipulated will supersede any standard payment terms quoted on our invoices.
6.7 Where goods are delivered in instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions.
6.8 If the Customer is in default in paying any sum as and when it becomes due, the Company shall have the right to suspend all further deliveries until the default is made good and/or to cancel the contract so far as any goods remain to be delivered thereunder. Additionally, payment for all goods supplied to the Customer shall become immediately due and owing, whether previously invoiced or not.
6.9 In the event that the Customer fails to pay any monies by the due date, the Company shall be entitled to charge interest on the outstanding monies both before and after Judgment from the due date to the date of actual payment at the rate of 2% per month or part month. The customer shall also indemnify the Company against expenditure on all costs of recovery including without limitation legal fees, costs and disbursements reasonably incurred. Any banking charges incurred by the Company in respect of dishonoured cheques will be payable by the Customer.
6.10 Effective January 1 2014, all orders less than £45, exclusive of VAT, will have a £3.50 small order handling charge applied at the time of order.
7 Discounts
7.1 All Discounts exclude VAT
7.2 Licensed products, small equipment, capital equipment, spare parts and oral hygiene products, typically purchased for resale, are excluded from all discount and rebate programmes unless specifically stated otherwise in writing.
7.3 DEHP products are excluded from discounts and rebates.
8 Title and Risk
8.1 The transfer of risk of damage to the goods shall take place at the moment when the customer takes delivery.
8.2 Title in the goods or any part thereof shall only pass to the Customer when payment in full for all goods whatsoever supplied and all services rendered at any time by the Company has been made.
8.3 The Customer shall permit so far as it is able and shall use its best endeavours to assist any officer, employee, representative or agent of the Company to enter onto any premises where the goods may from time to time be situate and to repossess the goods at any time prior to title passing to the Customer and until such time as title passes the Customer shall hold the goods as the Company’s fiduciary agent and bailee.
9 Warranty
9.1 Subject as expressly provided in these Conditions and except where goods are sold or services provided to a person dealing as consumer within the meaning of the Unfair Contract Terms Act 1977 all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by law.
9.2 Where Goods are supplied to the Company with the benefit of a warranty from their manufacturer that warranty will continue to apply to the Goods following sale to the Customer, whether Goods are sold individually or as a package. If alleged defects in Goods prove to have been caused by incorrect operation, cleaning or handling or other improper use, the Company reserves the right to charge for service calls to those Goods. In all other respects the Company will warrant replacement parts for the length of the manufacturer's warranty thereon, and labour for a period of 3 months.
9.3 The Customer shall be responsible for ensuring that all statutory governmental regulations, local authority regulations, operating instructions and safety precautions are complied with in relation to goods supplied by the Company.
9.4 Equipment and computer products that require installation and warranty/support services thereafter are subject to additional terms and conditions.
10 Restriction of Liability
10.1 The Company shall not in any event be liable for indirect or consequential loss or damage, being loss or damage which does not directly and naturally flow from the supply or goods or materials, including without limitation loss of profits, of use, overhead costs, collateral damage or of contracts arising out of the supply or failure of supply of goods or services by the Company (other than liability for death or personal injury resulting from the negligence of the Company) and whether arising from breach of contract, negligence or for any other liability howsoever arising, whether by statute or otherwise.
10.2 In all other cases (being cases of direct and natural losses or damage) it is specifically provided and agreed that the compensation and damages payable under any claim or claims arising out of the contract between the parties under whatsoever pretext shall not under any circumstances amount in aggregate to more than the contract price or the goods and/or services forming the subject of the claim or claims.
10.3 No liability for such direct losses shall attach to the Company unless details of such losses are notified to the Company in writing within 7 days of the date of delivery of the goods, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery. In cases of alleged shortages or breakages, claims must be notified to the Company within 3 days of despatch of the goods by the Company. Alleged non-delivery of goods must be notified in writing to the Company within 5 days of receipt of either the invoice for the goods or a statement of account, whichever is the sooner.
10.4 For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of this agreement.
11 Applicable Law
These Terms and Conditions and the rights and obligations of the parties to the contract shall be governed, interpreted and construed solely in accordance with the Laws of England.
12 FORCE MAJEURE
12.1 The Company shall not be liable to the Customer or be deemed to be in breach of any provision of these terms by reason of any delay in performing, or any failure to perform any obligation under this Agreement if the delay or failure was due to circumstances which the Party could not avoid and the consequences of which it was unable to prevent.
13 Finance
Henry Schein UK Holdings Limited is authorised and regulated by the Financial Conduct Authority and is entered on the Financial Services Register under firm reference number 708571. Henry Schein UK Holdings Limited is a credit broker and not a lender. Our Complaints Procedure is available HERE.
Please note, sales calls may be recorded for training purposes. Offers are valid for the dates shown on the special offer flyer/promotion. All prices exclude VAT and are subject to availability and cost increases. Offers cannot be used in conjunction with any other offer or discount. Medicinal products/offers contained within the flyer or promotion are not available to veterinarians, or to be administered to animals. Institutional accounts are not eligible for gifts and point rewards programmes. Henry Schein Dental reserve the right to correct clerical omissions and errors in the flyer or promotion. Any finance options shown in the flyer or promotion are subject to status, availability and full credit approval. Monthly payments are subject to VAT at current rate. An arrangement fee may be charged with the first monthly payment. Full details available upon request from Henry Schein Financial Services. Examples are not a formal offer of finance. Offers which relate to free stock are only available while stocks last.
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SCOPE
These Leg SCOPE al Terms and Conditions apply to the entire Henry Schein Dental Web site and all portions of the site contained therein (excluding links to other Web sites as provided below), including, but not limited to, the Henry Schein Corporate, Henry Schein Dental, Henry Schein Medical, Henry Schein Technology, and Henry Schein Worldwide portions of the company Web site. These Legal Terms and Conditions shall apply to any future portions of the Henry Schein Dental Web site (excluding links to other Web sites as provided below) unless otherwise stated.
USE OF THIS WEB SITE
Use of this Web site and access to the material it contains is subject to the following Legal Terms and Conditions as well as to applicable laws. Your access to and browsing of this Web site constitutes your full acceptance of these Legal Terms and Conditions. We reserve the right, at our sole discretion, to update or revise these Legal Terms and Conditions. Please check the Legal Terms and Conditions periodically for changes. Your continued use of this site following the posting of any changes to the Legal Terms and Conditions constitutes acceptance of those changes.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of this Web site, you will not use the Web site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Web site in any manner that could damage, disable, overburden, or impair any Henry Schein Dental server, or the network(s) connected to any Henry Schein Dental server, or interfere with any other party's use and enjoyment of the Web site. You may not attempt to gain unauthorised access to any computer systems or networks connected to any Henry Schein Dental server or other systems, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Web site. Henry Schein Dental makes no representation that the Web site is appropriate or available for use in locations outside the United States, and accessing the Web site from territories where such content is illegal is prohibited. Those who choose to access this Web site from locations outside the United States do so at their own initiative and are responsible for compliance with all applicable laws.
SECURITY
You are responsible for maintaining the confidentiality of your logon information, and are fully responsible for all activities that occur under your password or user name. You agree (a) to immediately notify Henry Schein Dental of any unauthorised use of your password or user name or any other breach of security, and (b) to ensure that you exit from your account at the end of each session.
LINKS TO OTHER WEB SITES
This Web site may contain links to other Web sites not owned or managed by Henry Schein Dental or its affiliates. Henry Schein Dental provides such links solely for the convenience of our visitors. Henry Schein Dental is not responsible for the accuracy, legal or regulatory compliance, decency, or any other aspect of the content of such sites, and such sites are not investigated, monitored, or checked for accuracy or completeness by Henry Schein Dental. The inclusion of links to such sites does not imply approval or endorsement of the site by Henry Schein Dental or any association with its operators. We urge you to read the terms of use policies on linked Web sites before utilising their products or services as Henry Schein Dental is not responsible for these areas.
PROPRIETARY RIGHTS
Copyrights. Henry Schein Dental is the owner or licensee of all copyrights in and to the content on this Web site, including without limitation, (i) all materials, documentation, text, data, graphics, graphs, charts, buttons, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on this Web site; and (ii) the design, selection and arrangement of this Web site. All rights reserved.
Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this Web site and the materials provided hereon for the purpose of obtaining and reviewing your account information. Specifically, you are granted permission to view or download a single copy of the material on the Web site solely to access our services, place orders, and review your account information. When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content, or any use of the content for any other purpose than that expressly permitted herein. Ownership of all such content shall at all times remain with Henry Schein Dental or its licensors. Henry Schein Dental and its licensors reserve all rights not expressly granted to you. Use of the copyrightable material on this Web site for any purpose not expressly authorised herein without the prior written permission of Henry Schein Dental or its licensors is forbidden.
Trademarks. All trademarks, service marks, trade names, logos, and other designations (collectively the "Marks") are the sole property of Henry Schein Dental, VeriSign, Inc., or other third parties that have granted Henry Schein Dental the right and license to use such Marks. Nothing contained on this Web site should be construed as granting any license or right to use any such Marks without the written permission of Henry Schein Dental or such third party that may own the Marks displayed.
Your Information. We reserve the right, and you authorise us, to use and freely assign all information regarding the use of this Web site by you and all information provided by you in any manner consistent with our Privacy Statement. E-mail: Click here to read our Privacy Statement, which is incorporated into these Legal Terms and Conditions by reference.
TYPOGRAPHICAL OR OTHER ERRORS
While Henry Schein Dental takes reasonable care and skill to provide information which is accurate and up to date when first included on the Web site, typographical and other errors may nevertheless occur. Henry Schein Dental does not undertake to update or correct such information and reserves the right to modify, delete and rearrange any or all of the contents of this Web site at any time without notice to you. While Henry Schein Dental makes reasonable efforts to prevent unauthorised tampering with the Web site, Henry Schein Dental does not guarantee that its efforts will always be successful. Therefore, as set below, Henry Schein Dental does not warranty that the Web site materials will be error-free, and disclaims any liability for such errors.
DISCLAIMER OF WARRANTIES
HENRY SCHEIN DENTAL MAKES NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE WEB SITE MATERIALS OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEB SITE. HENRY SCHEIN DENTAL PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES OR ALTERS THE INFORMATION, INCLUDING, WITHOUT LIMITATION, THE LEGAL TERMS AND CONDITIONS, AT THE WEB SITE WITHOUT NOTICE. FURTHER, HENRY SCHEIN DENTAL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEB SITE OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEB SITE. HENRY SCHEIN DENTAL SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE WEB SITE. YOU ARE RESPONSIBLE FOR VERIFYING ALL INFORMATION LOCATED ON THIS SITE.
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
Henry Schein Dental makes no representation that the Web site or its contents are appropriate for use in every country of the world. Your use of this Web site is at your own risk and you are responsible for compliance with applicable local laws, keeping in mind that access to the Web site may not be legal by certain persons or in certain jurisdictions.
Some states or nations may not allow the disclaimer of certain warranties, so the above limitations may not apply to you in all cases.
LIMITATION OF LIABILITY
Use of the Henry Schein Dental Web site or any software application installed by you in connection with the use of this Web site, is at your sole risk. While Henry Schein Dental makes reasonable efforts to ensure the safety and functionality of our Web site and any software applications associated with its Web site, these efforts may fail and errors may occur. IN NO EVENT SHALL HENRY SCHEIN DENTALOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE CONTENT OF THIS SITE OR ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEB SITE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, COMPUTER VIRUS OR SYSTEM FAILURE, OR LOSS OF DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEB SITE (OR THE CONTENT PROVIDED AT THIS WEB SITE ON ANY WEB SITE RELATED TO ANY THIRD PARTY), OR ANY SOFTWARE APPLICATION INSTALLED IN CONNECTION WITH THE USE OF THIS WEB SITE OR USERS' INABILITY TO USE THE CONTENT CONTAINED IN THIS WEB SITE (OR ANY OTHER WEB SITE), ON ANY THEORY OF LIABILITY. HENRY SCHEIN DENTAL WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM YOUR RELIANCE ON THE CONTENT OF THIS SITE. THESE WAIVERS APPLY EVEN IF HENRY SCHEIN DENTAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HENRY SCHEIN DENTAL'S LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO HENRY SCHEIN DENTAL FOR ACCESSING THIS WEB SITE OR INSTALLING ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEB SITE. OUR MAXIMUM LIABILITY TO YOU IF YOU PURCHASE GOODS FROM US WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR THE GOODS.
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THESE LEGAL TERMS AND CONDITIONS FAILS OF ITS ESSENTIAL PURPOSE. Some states do not allow the exclusion of liability for consequential damages, so the above limitations may not apply to you in all cases.
FORWARD LOOKING STATEMENTS
THE CONTENT TOGETHER WITH ANY DOCUMENTS ISSUED BY HENRY SCHEIN DENTAL OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS, OR BUSINESS PARTNERS AND AVAILABLE THROUGH HENRY SCHEIN DENTAL'S WEBSITES MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THOSE STATEMENTS MAY APPEAR IN A NUMBER OF PLACES IN THE SITE AND CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "COULD," "EXPECT," "ANTICIPATE," "INTEND," "BELIEVE," "PLAN," "ESTIMATE," "FORECAST," "PROJECT," "ANTICIPATE," OR OTHER COMPARABLE TERMS OR THE NEGATIVE THEREOF. THE COMPANY PROVIDES THE FOLLOWING CAUTIONARY REMARKS REGARDING IMPORTANT FACTORS WHICH, AMONG OTHERS, COULD CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS, EXPECTATIONS AND ASSUMPTIONS EXPRESSED OR IMPLIED HEREIN. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON THEN-CURRENT EXPECTATIONS OF MANAGEMENT. ALL FORWARD-LOOKING STATEMENTS MADE BY US ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ARE NOT GUARANTIES OF FUTURE PERFORMANCE. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN FACTORS, RISKS AND UNCERTAINTIES THAT MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS, OR INDUSTRY RESULTS, TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THOSE FACTORS, RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE FACTORS DESCRIBED UNDER "RISK FACTORS" DISCUSSED IN OUR PERIODIC FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY CAUTIONS THAT THESE FACTORS MAY NOT BE EXHAUSTIVE AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR PREDICT. ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS A PREDICTION OF ACTUAL RESULTS. THE COMPANY UNDERTAKES NO DUTY AND HAS NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS.
INDEMNIFICATION BY USER
You agree to defend, indemnify, and hold harmless Henry Schein Dental and its affiliates, parents, subsidiaries, and their respective employees, agents, contractors, officers, directors, successors and assigns from all liabilities, claims, damages and expenses, including without limitation attorneys' fees and costs, that arise from your use, misuse of this site or use of any software application associated with the use of this Web site.
TERMINATION
Henry Schein Dental shall have the right immediately to terminate this agreement with you and your use of the Web site if it determines in its sole discretion that you have breached any of these Legal Terms and Conditions or otherwise been engaged in conduct which Henry Schein Dental determines in its sole discretion to be unacceptable.
CHOICE OF LAW AND FORUM
These Legal Terms and Conditions shall be governed by and construed in accordance with the laws of the state of New York, without regard to such state's rules regarding conflicts of laws. By accessing this Web site, you agree that courts located in the Eastern and Southern Districts of New York or in the counties within those federal judicial districts shall have exclusive jurisdiction over all claims and actions arising out of or relating to these Legal Terms and Conditions and/or your use of this site, and you further agree and submit to the exercise of personal jurisdiction of such courts and consent to extra-territorial service of process for the purpose of litigating any such claim or action.
RECORDS
A printed version of these Legal Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Legal Terms and Conditions to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any dispute, Henry Schein Dental's records shall be conclusive in all respects.
INTEGRATION AND SEVERABILITY
These Legal Terms and Conditions constitute the entire agreement between you and Henry Schein Dental with respect to this Web site and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Henry Schein Dental with respect to this site. If any part of these Legal Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Last Updated: November 16, 2021